<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>resops85a.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
                            Exhibit 5(a)


                          [Modine Letterhead]


                                   October 25, 2002



Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI   53403

     Re:  Registration Statement on Form S-8 Relating to the
          Modine Employee Stock Ownership Plan
          (f/k/a the Modine Manufacturing Company Contributory
          Salaried Employee Stock Ownership and Investment Plan)

Ladies and Gentlemen:

     I am providing this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
of Modine Manufacturing Company (the "Company") relating to the
Modine Employee Stock Ownership Plan (the "Plan").  The Plan is
the survivor of the merger of the Modine Manufacturing Company
Contributory Employee Stock Ownership Plan for Hourly Rate Non-
Union Employees and the Modine Manufacturing Company Contributory
Employee Stock Ownership Plan for Hourly Rate Union Employees
into the Modine Manufacturing Company Contributory Salaried
Employee Stock Ownership and Investment Plan, with the surviving
plan being amended and restated so as to be qualified as an
Employee Stock Ownership Plan and renamed the Modine Employee
Stock Ownership Plan.  The Registration Statement is being filed
for the registration under the Securities Act of 1933, as amended
(the "Act"), of 5,000 shares of Common Stock, $0.625 par value
("Common Stock"), of the Company to be offered and sold to
participants in the Plan.  As indicated in Note 2 to the fee
table in the Registration Statement, the Registration Statement
also covers the remaining shares of Common Stock available under
the Company's earlier registration statements on Form S-8 with
respect to the merging plans and the surviving plan, which
available shares are being carried forward to the Registration
Statement in accordance with applicable SEC interpretations.  The
additional shares of Common Stock being registered by the
Registration Statement and the available shares of Common Stock
being carried forward to the Registration Statement from the
earlier registration statements are collectively referred to
herein as the "Shares."  Shares of Common Stock for the Plan may
be purchased by the trustee in market transactions or may be
authorized but unissued or treasury shares acquired directly from
the Company.

     I have examined:  (i) the Registration Statement; (ii) the
Company's Restated Articles of Incorporation and Restated Bylaws,
as amended to date; (iii) the Plan; (iv) the corporate
proceedings relating to the Plan and the authorization for the
issuance and/or sale of the Shares thereunder; and (v) such other

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Modine Manufacturing Company
Page 2
October 25, 2002


documents and records and such matters of law as I have deemed
necessary in order to render this opinion.

     On the basis of the foregoing, I advise you that, in my
opinion:

     (1)  The Company is a corporation duly incorporated and
validly existing under the laws of the State of Wisconsin.

     (2)  The Shares to be sold from time to time pursuant to the
Plan which are original issuance or treasury shares will, when
issued as and for the consideration contemplated by the Plan, be
validly issued, fully paid and nonassessable by the Company,
subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to
employees for services performed, but not exceeding six months
service in any one case.

     I consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, I do not admit
that I am an "expert" within the meaning of Section 11 of the
Act, or that I come within the category of persons whose consent
is required by Section 7 of the Act.

                              Very truly yours,

                              /s/ DEAN R. ZAKOS

                              Dean R Zakos
                              Vice President, General Counsel and
                              Secretary
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